


The Amazing Spider-Man 3

by anonymwinter



Series: The Amazing Spider-Man 3 Versions [1]
Category: Spider-Man - All Media Types, The Amazing Spider-Man (Movies - Webb)
Genre: F/M, Gen, Sinister Six - Freeform
Language: English
Status: Completed
Published: 2018-12-08
Updated: 2018-12-12
Packaged: 2019-09-14 09:22:58
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 14
Words: 9,996
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16910292
Author URL: https://archiveofourown.org/users/anonymwinter/pseuds/anonymwinter
Summary: Edit: Needs to be revamped.The sequel to The Amazing Spider-Man 2. Continuing the lingering plot threads.





	1. Sinister Six

In the air, spider-man swung the metal lid grate with his web and smashed it into the charging Rhino, causing Aleksei and the Metal Rhino exosuit he was controlling to be knocked over onto it's side. Aleksei, inside the suit, was strapped in enough to not feel whiplash or the strain on his neck. He began moving controls to lift the exosuit back up. Spider-Man lands on the suit's window and punches straight through it, grabbing Aleksei by the throat and throwing him out many meters through the air and landing infront of the police cars. The police quickly surrounded Aleksei and arrested him. The crowd cheered Spider-Man's name as he stood on top of the Rhino suit and waved to them. Spider-man soon took off up into the air and swung away. 

 

 

Mr Fiers visits harry in his cell at Ravencroft. 

 

"How was the test trial?" said Harry, facing away from the cell door. 

"It was going well, at first. Much damage was caused. And then Spider-Man got involved."

A flush of green flashed through Harry's skin on his face "Spider-Man?!" he snapped. His skin went back to normal as he to calmed down.

"Breakout the team. Bring them to me"

"Yes, Mr Osborn."

Fiers left the cell and walked out. Harry walked out of his cell and walked through the hallways to the exit. The guards, almost all who had been bribed or had their family threatened, ran to Harry and pleaded with him. 

"You can't just walk out!, they'll suspect something!"

"Then i guess you will have to think of something"

The few guards who had not been bribed were either killed by Harry on his way out or by his other henchman inside the prison. Harry walked out of the prison through a side exit and left in an arranged car to go to his secret base underneath Oscorp. Mr Fiers bribed or threatened the families of most of the guards in the high security prisons where the people Harry wanted were. He conspired to use explosives, rioting and henchman to break them out. Otto Octavius, Quentin Beck, Aleksei Sytsevich and Adrian Toomes were sprang from their high security prisons and led to the secret lair underneath Oscorp. Before that, Harry got on his glider, which he had programmed to returned to a secret place if he had not been on it for a certain amount of time. He went on the glider and broke into the facility that was housing his suit and he stole it. 

The people Harry broke out were lead near to the lair by loyal minions of Osborn, and guided the rest of the way by Mr Fiers. When they got to the lair they saw Harry Osborn. It was a large room, with green bio-containers nearby. There was also a woman and a man wearing a cloak there. 

"Gentleman, i welcome you"

"Osborn" said Otto in a dour tone. 

"I have helped you all escape from lifelong prison. What i most want, is the death of spider-man, who personally has wronged many of us. Oh, forgive me" Harry turns around to the other man and woman in the room. 

"May i present my beautiful assistant, Felicia Dortahyn, or Fee for short. Fee, come over here"

Fee walked over to Harry and they kissed. Fee then walked away back to where she was. Harry turns to the man wearing a lion skin.

"And this, is the renowned Kraven the Hunter. While spider-man may not have wronged him personally, he has wronged him in being the perfect prey to be hunted. And let me introduce you to eachother if you do not know. Harry introduced everybody to eachother. 

 

"So, you want us to team up and fight spider-man?" said Beck.

"Exactly" replied Harry. 

"What is this, some kind of revenge squad?" said Beck. 

Harry twitches his head "Uhh, yeah, that"

"How are we supposed to defeat spider-man?, he beat us all, and they took our gear" said Toomes. 

Harry raised a finger "Ah" he said. "My father had my eye on you all. I think he was planning to take spider-man down himself, before he died. When you were all arrested, he had your tech that you used, either rebuilt or stolen back."

Beck was curious. Otto was suspicious. Systevitch was excited, and Toomes was interested. Harry turns around to the side

"May i present, your gear."

Harry showed them the new and improved technology. Otto saw his tentacle arms, stolen back from a special prison for them. It looked like they added more reinforced metal and other improvements. Toomes saw new vulture wings, larger and more sophisticated than his old ones. Systevitch was almost slobbering at seeing his Rhino suit again, mostly repaired. Beck was excited and curious at the prospect at trying out his new suit and specialty gear. 

"Of course, there are some complications, or rather limitations of our Oscorp engineers. First, Mr Toomes, the wings are untested, and Oscorp engineers could never get them to work in designs. However i am sure with your modifications, they can fly."

"Of course" Toomes said, staring wild eyed at the wings. 

"And Mr Beck, the secrets of your disappearing acts, and unbelievable feats we never could replicate, but our technology and money is at your disposal"

Beck bowed his head. 

"Unfortunately, i have nothing to offer you, Mr Hunter, except perhaps a stronger blade, made of the finest-

"I'm fine with what i have"

"Ok then"

The members looked over their gear while Harry watched them, Kraven sharpened his knife and Fee stood still. Otto turned around and looked at Harry.

"Why should we trust you?, and what's to stop us from taking our equipment and leaving?"

Harry grinned.

"Because, Mr Octavius. If you tried on your own again, Spider-Man will eventually catch you, and i won't be there again to break you out of prison. But together, all of us, we can finally kill Spider-Man, and then, you may do what you please. I know all of us like to work alone. But this time it is necessary." Harry laughed maniacally, clapping his hands together. Otto became slightly unnerved at the laughing, but nodded. The other members all agreed to be part of the team. And they all agreed their group name will be the sinister 6. The sinister 6 spent time calibrating and testing their equipment, and formulating a plan.


	2. Peter

Peter wakes up feeling groggy, and begins his daily grind once again. Later, he kissed aunt may goodbye and headed off for college. On the way there he walks by the usual cafe, and sees the waitress who always catches his eye. He doesn't know her name, but she has striking red hair, and always looks friendly towards the customers. Peter often wanted to go up and talk to her, but carries on walking to college. When he gets to college, Peter tries to be attentive in his lessons in genetics, but often falls asleep. And even when awake, sometimes his female classmates would approach him to talk, but Peter would try to avoid forming friendships. His teacher often chastises him for falling asleep but Peter reassures him that he will try harder next time. After college Peter walks past the cafe again and sees the waitress. He carries on walking home. Then gets ready for his job with the daily bugle, which after working there for a long while now, has upped his pay to minimum wage, allowing his aunt to only work one job, and one that she likes doing. After spending time with Aunt May after his job, he dons his costume and becomes Spider-Man. 

Spider-Man looks over the streets, and web swings over to different perches and swings throughout the streets. The people below cheer everytime they see him. 

"It's Spider-Man!" a kid shouts.

The support of the people brings joy to Peter. Even police cheer his name. Spider-Man continues helping people and beating up thugs and leaving them at the police station during his day. He has noticed reduced crime over time, and he's proud of the effect he has had on the city. But there is still much crime still to clean up he knows. Peter finishes his day, tired, and falls asleep as soon he hits the bed. 

 

The next day, Peter wakes up feeling groggy, and begins his daily grind once again. Later on, while Peter was in the daily bugle, his boss, Jameson was particuarly annoyed. 

"Damnit Peter, this is the same usual garbage you give me every damn week."

"What do you expect Mr Jameson, these are the best photos of Spidey you can get"

Jameson leans over his desk and points at Peter "I tell you what, get me a picture of Spidey knocking over a civllian, and actually show this menace for what he truly is!"

"Mr Jameson, Spider-Man isn't like that"

"I can get you the picture Mr Jameson" said Eddie Brock.

"I don't care if it was on accident or on purpose, you get me the photo you get the promotion and cash prize." 

"Jonah, that picture might just not be possible" said Robbie. Jameson turned to him.

"It is possible damnit." Jameson turned back to Eddie and Peter. "You both need to step up your game, photographers are going to all kinds of places to get the best shots of Spider-Man, your lagging behind. The best pictures are getting more in demand, this damn youtube business is draining all the money. We need the best, the very best!, now get too it!. 

"Sure Mr Jameson" Peter said, and walked away. Brock waited in Jamesons office. 

"Brock, this is your chance if you want to get ahead of Peter in the Spidey game."

"Yes Mr Jameson i'll get right on it" Brock nodded and walked away. As Peter was walking out of the building Brock brushed past him. 

"You won't get those pictures of Spidey" said Peter

"We'll see" Brock smiled. 

 

Peter walked home, thinking about if she should try and get the shot Jameson requested. On his way back he saw the Cafe again, with the same waitress inside. This time Peter went inside, sat down and chatted to the waitress when she came over. They exchanged some comments and Peter asked if they could talk more. Since they were't busy, the woman, who introduced herself to Peter as Mary Jane, sat down opposite him at a table. They began a conversation and go along well. Peter could feel a comforting connection with Mary Jane, and soon started to feel guilty about it. After a long time of talking, Peter said that he had to go. Mary Jane asked if they could exchange numbers and Peter accepted.


	3. Nightmare

Peter was sleeping, when his spider-sense started tingling. A black, slimy substance started climbing onto Peter's suit, where he had fell asleep with it on again. Peter awoke and sat up and saw the black substance spreading itself over peters chest. peter grabbed at it to pull it off but it wasn't coming off. Unlocking his spider-strength that he held back in most fights, Peter used it to pull the substance off of his suit with great struggle and threw it across the the room, where it was now slivering away towards the window. It was moving quite fast and before it got to the window Peter trapped a piece in a container. 

The next time he had some free time, Peter went about examining the contained piece of liquid that he encased, which would dart around in it's container, but he didn't get far. All he could figure out was that it was not a substance he could recognize. One of the only people who Peter thought could analyze the substance and partially in secret, was Curtis Conner's. Peter, as Spider-Man went to SHIELD, the government formed agency to combat powered beings. They openly held a policy of co-operation with Spider-Man, but he did not respond to their alliance or co-operation. Spider-Man asked if he could speak with Conner's on his own, and after a conversation with Nick Fury was denied the request, even as Spider-Man said it was important. So Spider-Man told Fury about his experience with the slimy substance. Fury was intrigued, especially if it was alien in origin. He said they would study the piece Peter had, and Peter told him they would need Conner's help as he had already examined it. Fury agreed to let Conner's examine it, with the resources of SHIELD and also it's restraints against a possible Lizard relapse. Fury told Spider-Man of Conner's good progress, and that Conner's felt guilty over what he did, and has only wanted to help the authorities with his knowledge, but his request was refused. Conner's wanted to remain in prison over what he did, and he still also believes that the Lizard still lives deep inside him, and still has residual effects on his mind. 

Fury told Spider-Man that they had offered Conner's to work on a secret project for SHIELD, for the greater good of humanity but refused due to his suspicions. If Spider-Man can convince him to work on this substance project, then great. So Fury let Spider-Man talk to Conner's in his cell. Spider-Man talked with Conner's, and discovers what Fury said was true, and Conner's appears guilty at his acts. Spider-Man talks to Conner of SHIELDS offer, and says they appear to be trustworthy, but to still have suspicions. Conner then accepts SHIELDS offer. 


	4. Doctor Octopus

Otto Octavius, Born in Schenectady, New York, had a turbulent upbringing. His father Torbert Octavius, a factory worker, was abusive and violent towards both Otto and his mother Mary Octavius. Young Otto's shyness and good work in school got him labeled as a "teacher's pet" and targeted as a subject for bullying. Torbert did not appreciate having a bullied son, and roared at Otto to use violence in dealing with the bullies. Mary Octavius would defend her son from Torbert's tirades, saying Otto was a gifted thinker who would use his brain to solve problems, not his fists. Otto was determined not to become like his father and threw all his efforts into his education, regularly scoring top marks. Otto's devotion to study paid off with him being awarded a university scholarship.

Otto became a brilliant and respected nuclear physicist, atomic research consultant, inventor, and lecturer. He designed a set of highly advanced mechanical arms controlled via a brain–computer interface to assist him with his research into atomic physics. The tentacle arms were resistant to radiation and were capable of great strength and highly precise movement, attached to a harness that fit around his body.

Though his relationship with co-workers was typically hostile, a fellow researcher named Mary Alice Anders befriended him, and the two began a courtship. In due time, Otto proposed marriage to Alice.

 

One time at work, Otto was handling dangerous chemicals and electronics while wearing the tentacled harness. In a sudden instant Otto mismanaged some chemicals and knew an explosion was imminent. He turned around and was about to run away when the explosion occurred, enveloping Otto's back. The result was a fusion of the AI electronic tentacle arms fused into his spine, and were soon linked to his brain once Otto realized he could move them. When the accident first happened and he stood there with the tentacles fused into his spine and they lay on the floor, it took Otto minutes to realize that he could move one of the tentacles with him mind, but he could only lift it a little. He could barely move, let alone walk. Soon the security and colleagues helped him to the ambulance while carrying the large tentacles. Once in the hospital, it was a bizarre site to see. 

Over time, when Otto returned home and was given some weeks to adjust to his condition, he gained more control incrementally over the metal arms. Sometimes they would display erratic behavior due to gaining some form of sentience, but still interlinked with Otto's mind, and eventually his wife left him. She could not handle the immense change that had been brought about in their personal lives, and with the added pressure of the now huge publicity. While the publicity would die down over time due to more interesting events, it was still a toll. Otto kept his rising control over the tentacles a secret, making the press think that they were just dead weights and so were not interesting. 

Otto became bitter about losing his wife, his privacy, and his ability to live a normal life. Once he had enough control of the tentacles, his immense ego took over, and his thoughts of superiority over others increased. He always thought himself more intelligent than all others mentally, and now he knew himself to be better physically. The only other person who could challenge him, or give him a challenge he thought, was Spider-Man. Otto went about a life of crime stealing from banks and destroying property, earning the attention of Spider-Man. In the meantime, as police shot at him, Otto experienced his first kills. Once he killed police officers easily, he knew it to be easy, and he felt little remorse at doing so, and his remose decreased with each kill. He earned himself the name "Doctor Ocotpus" from the press.

In their first fight, Doctor Octopus defeated Spider-Man, by whacking him enough times with his tentacled appendages that Spider-Man had to retreat. A few days later, Spider-Man was ready for round 2, when the police contacted him and suggested they use other means to try and bring Otto in. His ex-wife Alice had come to the police after recognizing him, and wanted to help. They asked Spider-Man to help take and protect her as he would try and bargain with Otto, to which Spider-Man agreed. Especially since if Spidey would fail again after other options have failed, they might be forced to use drastic and dangerous means to stop Otto. He took Otto's wife, Alice, and when next on a rampage brought her with him. 

Spider-Man and Alice tried communicating with Otto, but when Otto saw they were trying to use his ex-wife to try and bring him in, he was out outraged. He ran using his tentacles at her and Spidey while hurling vehicles. Spider-man struggled to battle Otto while defending Alice and the civilians nearby, and Alice died from a thrown car randomly hurled from Otto at Spider-Man. Otto, who had still loved Alice, was overcome with grief, sadness and rage. Rage directed at Spider-Man. Otto became careless in his attacks and defense, and Spider-Man eventually managed to beat him unconscious. The police took him away, and with special equipment managed to separate the tentacles from Otto's spine and putting in place a substitute piece of metal. But the tentacles on their own were still dangerously erratic and were kept locked away rather than try to examine them.


	5. Fight

The sinister 6 decided to rob banks and cause as much destruction as possible until spider-man arrived. So they set about doing that. First on the scene was SHIELD and silver sable. Sable and her marines were outside around the complex, over dozens of them, and the sinister 6 immediately went outside to meet them. They were surprised at the rapid response, and from what they thought were the normal military. The Sinister six were outside, and Sable and the SHIELD marines ran at them shooting. 

Rhino started shooting at the Marines as some went for cover, while others followed Sable in attack. Sable weaved through the fire while some marines died. The Green Goblin flew through the air on his glider shooting at Sable. Her peak speed and acrobatic ability allowed her to dodge Goblin's attacks, while other marines died. Sable kept running at the group and shooting her pistols, as she saw no other cover nearby to formulate a plan and she needed to take them down fast. Goblin and Rhino were shooting in all directions at the oncoming horde of marines, who were slowly dwindling in numbers. Vulture swoops down from the air and shoots at the marines, and when he reaches the ground he covers himself with his his wing and aims it at a marine group and crushes them as he lands, their blood and flesh splattering around the area. Then he immediately shoots back up into the air. Kraven is standing back, out of the crossfire, fondling his knife. Mysterio notices the capability and standout nature of Sable and the marines almost upon them and runs to engage her. Doctor Octopus is already engaging a group of marines, defending himself with two of his tentacle arms and using the others to throw marines far away and some into walls, crashing their spines. Other he picks up by the throat and crushed it instantly, making it easy to move onto the next targets. The marines try to fight back but their fire is hazy from fear and once Ock gets to them many try to run away. 

Mysterio and Sable come to a clash, with Mysterio knocking the pistols out of her hands and engaging in hand to hand combat. Mysterio immediately notices Sable has the upper hand, and with the encroaching marines, he activates a green colored poison gas into the air. Sable reacts quick enough to cover her nose, look away and flip backwards, while some marines were caught in the gas's presence and fall to the floor dead within seconds. Sable takes a quick look around the battlefield and notices most of her marines are dead. She calls in backup. Then she quickly looks for Mysterio, who should be near her view, but he is obscured by the smoke. Sable reacts just quick enough to block a punch from Mysterio who attacks from the side and below her, she's surprised at his speed. Mysterio engages Sable in hand to hand combat again, and they swap fierce blows as they fight, with Sable gaining an upper hand in body shots. Mysterio uses a trick and implements an instant 3d illusion of himself in-front of Sable, who hits it and realizes it was fake, while Mysterio from the side gets a clean hit in on Sable in the face making her fall backwards. Mysterio is about to jump back into the fight with Sable.

"Hey fishbowl" 

Mysterio looks to his side, where Spider-Man swings into his view and kicks him straight on his helmet, partially cracking it and knocking him backwards through the air many meters. Spider-Man looks to Sable.

"Fishbowl?"

"It was all i had in the moment" 

"Thanks for the assist" Spidey nods. The backup start to pour in all around the area, hundreds of troops and several attack helicopters. The sinister six continue to fight back, slaughtering them, and Goblin destroys the helicopters easily with guided missiles shot from his glider. Mysterio contacts the others through his communication chip on his wrist that Spider-Man is here and where his location is. Most of them then immediately turn their attention in the direction of Spider-Man and Sable. 

"This isn't good"

The Sinister Six all make their way towards them, killing soldiers in their way while defending themselves. Doctor Octopus uses two of his arms to keep himself in the air and traverse the terrain at a fast speed, while his other two arms cover his body and deflect the hail of bullets. Kraven makes his way over to spider-man with ferocious speed to that of an athlete, while holding up his cloak which the material defended him against the stray bullet-fire. 

Goblin flies his way over there while throwing pumpkin bombs all around, laughing manically as he does so. Rhino transforms into his animal form and charges over there. But it's Vulture who gets to them first, as Spidey's spider sense tingles and he reacts to the Vulture up above by grabbing Sable and leaping backwards with her, avoiding the crash of Vulture's wing onto the ground now in-front of them. Sable had barely registered Vulture's presence from above her as he had swooped downwards. She is surprised by Spidey's instincts and strength. Vulture gets up quickly and shakes off the recoil. He raises his wings and is about to fly away, when Spidey shoots a line of web with each hand onto Vulture's wings and in a quick maneuver propels himself towards Vulture's head and kicks it with both feet with huge strength, making Vulture topple over forwards and crash straight into the floor, rendering him unconscious. Sable is shocked by Spidey's speed and quick thinking. 

Sable realizes Mysterio is not in sight, as she managed to strain the thought while seeing the rest of the sinister six still heading towards them, but put's her trust in Spidey momentarily. She barely manages to react fast enough to catch Mysterio's dagger thrust from behind her, aiming at her neck. She dodges the attack and turns around to deliver a kick to Mysterio's helmet, catching him off guard and knocking him backwards several feet. Sable seizes her chance and jumps up to kick him again in the helmet, making him stumble back more. Sable pulls out two hidden pistols and shoots point blanc at Mysterio, aiming at his helmet firing rapidly. Mysterios helmet starts to crack some more. Mysterio realizes the damage and releases some gas to obscure his escape as he runs away back to the others while trailing more of the gas activated from his boots and wrists. 

As Sable was battling Mysterio, Spider-Man shoots a line of web from both hands at the charging Rhino, and propelled himself toward it and into the air. When on the ground and now in the air, Spidey continued to quickly observe the situation. Rhino, Kraven and Goblin almost upon him, with Octopus on the way. Spidey noticed reinforced metal on Rhino's piloting section, so he wouldn't be able to punch through it this time. Spidey started to descend through the air and started his moves. He shot 2 strong webs with each hand at Rhino, and pulled himself towards it, swinging around Rhino as it began to halt to a stop at Spidey swinging towards him, and as Spidey swung around Rhino he lined himself up against the Goblin who was gliding toward him, and Spidey with his aim lined up, pulled back and released, shooting himself at the goblin up almost upon him in the air. Goblin was too surprised by the move and was too slow to react as Spidey's feet collided with his chest as he knocked Goblin off of the glider. As Goblin fell through the air to the floor with Spidey on the glider, the glider's foot panels started flashing red.

"Oh this is so not good"

The glider aimed downwards and flew straight for the ground. Spidey jumped off and as he was in the air, Kraven had already ran onto the Rhino and jumped off of it, going through the air aimed directly at Spidey. Spidey realized the impending collision even without his spider sense, and saw Kraven clutching a large knife in his hand with an angry, teeth-baring expression. 

"Oh boy"

Spidey dodged Kraven's attack, and as he was landing Rhino charged to the place Spidey was going to land and stood up on two feet with it's metal horn on the front pointing at Spidey. Spidey just managed to avoid it by shooting webs at the bank building and swinging around. He swung around and now used it to his advantage and aimed at Rhino, who was still turning around to Spidey, but Spidey was too fast and collided into the side of Rhino's body, using all his strength to try and smash through. Spidey made a large dent but did not smash through. Now on the ground after having attacked Rhino, who was still turning around to him, Spidey saw Silver Sable now on top of Rhino. 

"What are you doing up there?" he said. 

"Get up here!" she shouted back. Then her face turned to shock as Spidey jumped up, his spider sense tingled but Ock's metal arm was fast enough to grab Spidey by the throat. As he was about to crush it, Spidey put his hands in-between the arm and his neck and tried pulling away, then he swung his legs upwards and kicked the metal arm holding him, breaking a piece of internal circuitry, making it drop Spider-Man. As Spider-Man dropped through the air, nearly feet away from the floor, Another of Ock's arms aimed itself at Spidey with remarkable speed. Spidey shot webs on the floor in-front of Ock and pulled himself there, then bent his knees and leaped up off of the floor at Ock face, quickly and smoothly spinning around his defensive metal arms and punching him in the face, sending Ock tumbling backwards unconscious as his metal arms stay up in the air and defending against stray fire and possible Spider-Man attack. Sable had uncovered a panel on top of Rhino and attacked the insides of it, short circuiting the electricity and making Rhino act erratically and do odd movements as Sable was holding onto Rhino's back panels as it swung her about and Aleskie got annoyed at the inner controls and smashed things. 

At the same time, on the ground, Goblin had many guns trained on him and was ordered to surrender by the soldiers. Goblin grinned, and a beeping noise could be heard. 

"What's that?" said a soldier. Goblin quickly rolled to the side and threw a pumpkin grenade in the air, making all of the soldiers run away. Goblin ran to his glider as it came to him as the bomb he threw exploded, with some shrapnel hitting some soldiers and killing a few. Goblin jumped on his glider and flew towards Spider-Man and Sable. 

Kraven was upon Spidey and attacked him with his knife as Spidey dodged each strike. Spidey could see the strength and speed of this foe was much more than an ordinary thug. Though he should not be surprised if he's hanging out with Goblin, he thought. Sable was uncovering more panels on top of Rhino, when Goblin, overhead, laughed manically as he threw a pumpkin bomb on top of Rhino, which landed right next to her. She barely managed to roll off of the side of Rhino fast enough as it exploded and made a hole on top of Rhino. Shrapnel whipped round the area, impaling some soldiers in the face who were running to the area to help. Smoke partially filled the area. 

While Kraven and Spidey were fighting, Spidey dodged Goblins glider as it almost went through him. Kraven kicked Spidey's lowered head and Spidey managed to dodge by spinning around, and acrobatically put his hands on the floor and with his feet moved them around to kick Kraven in the face with a lot of speed and strength, but Kraven's feet was not moved at all, only his face as it was hit and forced his head to the side. Kraven quickly looked back and attacked Spidey again, trying to stab him with his knife and using various hand to hand techniques. Spidey could feel himself being challenged as he was dodging them and fighting back. Goblin descended to the side of them on his glider and laughed manically. Spidey could sense the bullets being shot from the Glider and kicked Kraven in the chest so hard he flew through the air many meters backwards, avoiding the haze of bullets as Spidey dodged them. Spidey continued dodging them, and seeing a chance, he shot a line of web with each hand at the exposed Goblin, who was standing on his glider with his arms behind his back laughing manically, and Spidey pulled Goblin towards him. Goblin was propelled forward toward Spidey with his glider still attached to his feet. Goblins face was one of shock as Spidey jumped at him and punched Goblin off of his Glider. Sable then threw a tracking device onto the glider. Sable did more damage to the hole that goblin made and worked her way through the panels towards Aleskie. She pulled him out and beat him and within seconds he was unconscious. She turned to look at Spider-Man, who turned to look at her. She smiled at him while holding Aleskie. Spidey gave her a thumbs up. 

 

Mysterio runs up to Vulture and uses smelling salts to arouse consciousness in him. Mysterio helps him up. Kraven runs back at Spidey. Many more troops are pouring into the area. Ock wakes up and is about to charge Spider-Man again, he is more than ready and hasn't taken much damage. Goblin gets back on his glider and glides over the Sinister Six, telling them to retreat as he sees the huge army pouring in. They all start retreating with the troops, Sable and Spider-Man chasing after them, but Mysterio uses his tricks, smoke, projection and flash-bangs which allows them to vanish. The five of them quickly move not far away and underground as they had planned when they were finished. They all moved through the underground dirt paths, most of them now affording themselves to limp a little from their injuries, except for Doctor Octopus, who was ready and willing to fight again until goblin ordered the retreat. Doc noticed how many troops were drawing in, and he feels they might have taken Spidey if they had tried again, and Doc did not get to do much fighting except crush soldiers. Vulture was limping, Mysterio was limping a little, but was more concerned about his helmet. Goblin was fine, and had his minor injuries healed on the retreat back. Kraven was mostly fine. 

"They got Rhino" said Otto. 

"He was weak anyway" Goblin said.

"Weak?, and what does that make us?, running away like that" Ock said. 

"Too many soldiers were pouring in, it would have been foolish to continue" Goblin said, grinning. 

"I was more than ready to take them all on. We should have fought on" Ock replied. 

Goblin made a guttural sound with his throat indicating disapproval. Doc was now even more doubting Goblin's role of leading this group. It should be him, he thought. 

 

The SHIELD troops couldn't find the other villains. Spidey and Sable regrouped. 

"Good job out there" she said to him. 

"Thanks, you too, nice moves out there" Sable smiled and nodded. 

"They don't seem to like you, Spider-Man."

"Oh, me?, nahh, they love me"

"It's good to finally fight side by side with you."

"You too, miss?"

"Sable, Silver Sable"

"Sable, cool. Silver Sable, got it."

"A while ago, you handled that Rhino thing before we could even get there, impressive"

"Yeah, i guess i just charged ahead"

"Yeah..." Sable said, not finding the joke funny, but admiring his casual attitude. 

"You know, mabye you might find the bad guys underneath Oscorp."

"We already investigated Ocorp, we found nothing."

"Check again"

"Huh, thanks. Here, take this communicator" she hands him a small, metal plate circle. 

"So we can stay in contact"

"You know i'm gonna check this device incase it tracks me, right?"

"Sure" Spidey nodded and swung away.


	6. The Hunt

When nearby Goblin's base, the preliminary sensors detected nothing. As the sinister 5 entered goblin's base, the advanced sensors detected something. They all checked their equipment and clothing and they saw a tracker had been planted on the underside of Goblin's glider. They removed it and hurriedly set about moving to another base. Doctor Octopus became even more annoyed by Osborn in his incompetency and as a leader. Octopus thinks more on his plans to become leader. SHIELD soon entered the base, and confiscated Osborns equipment that was left. They knew they had set off for a new base.


	7. Adrian Toomes

Adrian Toomes was born in Staten Island, New York. He is a former electronics engineer who was once the business partner of Gregory Bestman; Bestman handled the finances whilst Toomes handled the inventions. One day, after solving the crucial problem of allowing personal mechanical wings to fly, Toomes eagerly rushed into Bestman's office to share the happy news. However, Bestman was not there, and Toomes discovered that Bestman had secretly been embezzling funds and that Toomes had no legal recourse, meaning the company went bankrupt and under too much debt. Enraged, Toomes went under the radar, and showed off mini prototype wings to rich people and gangsters, and managed to get enough funding to complete his huge, personal wings. Then when he was finished, Toomes wore the wings and set about killing his investors. Afterwards, he went about robbing various banks and technology institutes, until spider-man stopped him.


	8. Black Cat

Responding to an art gallery's alarm during the night, Spidey makes his way to the place and enters. He sees many bodies unconscious in the place. Most of them carried guns and all look like criminals with black dress wear and cirminal emblems. 

"This may not be art, but i like it" Spidey said. Spidey then heard the sound of a womans laugh nearby. 

"Who's there?" Spidey said as he looked around. Sitting on the railing to the side above him was a woman clad in a black skintight latex outfit, with deep cleavage between her huge breasts. She had white hair, an eye mask and had her leg over the other and wearing boots. 

"You got nice moves, for a dork in tights"

"Are these yours?" Spidey said, moving to the side and pointing with with a sway of his arm at the bodies. 

"Please" she said dismissively, and moved off of the railing and ran away from Spider-Man out of his view. 

"Wait" He said, putting his arm up. Then spidey web swung up there. He followed her out of the building and chased her across many buildings. Spidey was surprised by her immense jump height and speed similar to his own. She became excited at the prospect of Spider-Man chasing her. 

"Hey, slow down so i can talk to you"

"Slow down?" she laughed. 

Spidey chased her for a few minutes until she stopped on a building rooftop. 

"You always chase girls who brush you off?"

"Well, only the naughty ones. I have standards after all"

"Standard, is the word. And here i was expecting...amazing" she said, and jumped away. 

"Hey!" Spidey looked over the edge to find she had disappeared. "Yep, got a way with the ladies spidey, mr smooth."

 

 

Some time later, Spidey was out at night again, and heard nearby the sound of an alarm.

"Uh-oh, guess i'd better check out that alarm" he thought.

As Spidey was walking toward the store, he saw a woman in black walking away on a nearby rooftop.

"I'd know that silhouette anywhere. I'd better catch her." he thought. Spider-Man swung up to the rooftop she was on, and she ran away, he gave chase. This time she was faster in her escape, using a hook to traverse the buildings as spidey would his web, but slower. But Spidey was still trailing her. 

"Hows the view from back there?" she said. 

"It would be better if you slowed down a bit"

Spidey continued chasing her. After several minutes he finally caught up with her as she stopped on a rooftop, crouching with heavy breath. Spidey landed behind her. 

"No bad. I actually had to push myself this time" she said as she stood up. 

"Hand over those jewels you took" she laughed in response. 

"Jewels?"

"I saw you leaving that jewelry store. You know, the one with the alarm blasting" 

"I don't have any jewels" she said as she walked towards him with her hands outstretched in a helpless/clueless position. She walked up close to him. Spidey tried not to stare at her huge cleavage. She turned and walked away.

"Wait, what's your name?" 

She stood on the edge of the rooftop and turned to spidey. "Me?, i'm Black Cat, and i just crossed your path. Now if you'll excuse me" she said as she put her arms in the air above her head and fell backwards over the ledge. 

"Woah" spidey said as the daring move, and looked over the edge to see Black Cat had dissapeared. 

 

 

Days passed, and Spidey was sitting on the corner of a rooftop watching Mary Jane on her late shift at the diner. Black Cat appeared from behind him. 

"Stalking girls, now?. That's pretty pathetic don't you think?" she said as she walked around him. "Or is she on your naughty list too?"

"Uhh, not exactly" Spidey said as he stood up. "What do you care anyway?" 

"No reason" she said as she looked away, and moved a little sexily. She turned her head to the side "just dropping by to say hi" then she turned around to him. "By the way, remember those guys you beat up the other day in the art gallery."

"I remember"

"Well it turns out there's a whole ring of em. I just happen to find their hideout the other day. I could show you, if you could take a break from the peeping tom routine that is."

"Uh, sure" spidey said as they walked together. "I really wasn't spying you know"

Spidey and Black Cat traversed along the rooftops. 

"Your getting a lot better at following me. I think there may be hope for you yet"

"Hey i was just going easy on you before"

Spidey and Black Cat continues traversing along the rooftops and through the city. 

"I'm glad you decided to come. I think we got off on the wrong foot."

"Mabye so"

Spidey and Cat stopped. 

"What made you come get me?"

"Isn't that what you do?"

"Well, yeah but"

"Hey, i can be nice. I don't always bite" she said as she crossed her arms. "Unless, you want me too" she said as she unlocked her arms and walked away. "Come on now, don't fall behind"

Spidey and Cat carried on through the city during the dark knight. Black Cat had gotten a bit ahead of Spidey

"I think someone used a shrink-ray on you, you're so tiny"

"Very funny, i-hang on a second let me catch up"

they continued

"How far is this place?"

"Not too far, just stay with me"

 

Cat got ahead again. 

"Come on Spidey, don't get all that lethargic on me, keep up"

"Lethargic?, you're the one weaving like a drunken sailor."

Spidey and Cat reached their destination. 

"There they are, as advertised."

Spidey and Cat looked over the operation of people moving crates into a truck. One of the goons was looking over a manifest "get the rest of the stuff in the truck, we gotta get outta here before spider-man shows up"

Black cat spots the antique idol behind them with other items. 

"Hmm, nice sculpture" she thought. They both descended into the grouo of criminals and started beating on them as they treid to shoot ro fight back at them, but they were too fast and agile. 

"Alright fellas, show me the monay" 

Spidey and Cat kept beating them up as more entered the scene.

"Hanging in there Cat?"

"Against these chumps?, you bet it. Just keep moving that cute little butt of yours" - 

Shots were fired at spider-man and he dodged them "hey, this isn't a shooting gallery"

Spidey and cat beat up the rest of the goons. 

"You know, we actually make a pretty good team." Spidey said. "Cat?" Spidey said as he looked around, and saw that a sculpture that had once been in a position was gone. 

"Ah, she took that statue. I must have sucker tatooed on my forehead." 

Spidey began web swinging through the buildings. "Captured that statue right in front of me"

 

 

Days later, Spidey was watching over Mary Jane again during her diner shift at night. 

"So what's the hunk, superpower?"

"Nothing" spidey said as he sat. 

"Uh huh. Red is quite plain isn't she. Shouldn't you try to find somebody more your speed?."

Spidey raised his arm "Just what i needed, love advice from a thief"

"Are you still sore about that statue?, i gave it to the cops already. I was just having some fun with you. You looked kinda cute, tryna figure out what happend back at that warehouse. Anyway, my original point was, why are you still bothering with a normal girl, normal is boring."

"Normal is half my life. At least it's supposed to be."

"W-Why!. I mean seriously!." Cat stands up "why settle for being some, schmo, when you can be a superstar."

"Well..."

"Forget it. Well i was gonna tell you about a major gang hideout. But your obviously busy sulking."

"Hey!, i'm up for it, show me" she smiled and turned around and punched his shoulder "That's the spirit. Trust me, when you beat these guys it will make you feel better"

"Yeah, you're probably right, let's go."

Spidey and Cat set off for their destination. 

"Come on now, don't fall behind"

 

Spidey and Cat continued onto the base. When they got there they entered. there were many thugs and started beating them. A lucky shot was got on Cat. Spidey rushed over to her after he beat the last of the thugs. 

"You ok?"

"Oh, yeah, he just caught me off gaurd. I'll be ready enxt time. Listen, i gotta get going, there are some thing si need to do. See ya" she smiled and said and walked away.


	9. More Life

Peter met up with Mary Jane and formed more of a bond, becoming friends. At the daily bugle, peter delivers the picture to jameson, getting the promotion and cash prize. 

Brock was counting on the cash prize to pay his rent and bills as he had also spent a lot of money on his equipment and stuff. And he ends up evicted. He hate's peter parker and spider-man.


	10. Silver Sable

Silver was trying to track down Osborns group.


	11. Black and Red

"I'm surprised you found another gang hideout, i thought they would be smart enough to lay low for a while."

"Well finding out where he is wasn't easy, but i can be very persuasive when i want."

"Pff, i bet."

spidey and cat continued. 

 

"That grappling hook you use, must be pretty strong to dig into the stone to swing from it"

"It is. I guess i'm just lucky."

"Yeah"

 

"Alright, showtime baby."

 

They find the gang and beat them. 

 

"Was that as good for you as it was for me?"

"I have to admit, you were right, i feel much better. 

She puts her arms on his shoulders "You see, i told you baby, stick with me and you'll be fine. Come see me next time your feeling down alright. I'll see ya around."

 

Days later.

 

"Hey" Cat says as she stands up to greet him "What took you so long?"

"Running late seems to be part of my idiom"

Cat puts her hands on his shoulders "You work too hard, and ditch the mild-mannered civllian routine, this life is so much more fun. Look at me, sure i can play hero if i want, but i i don't feel like it, hm." she says, looking over the city. Spider-man goes go sit down at the ledge. 

"Give it a try, take the weight of the world off your shoulders."

"You don't understand, you don't know why i do this." Spidey says as Cat comes to sit down next to him. 

"What, parents got killed by a mugger, abducted by aliens, sold you to the circus" she chuckled. "It doesn't matter, whatever the reasons, you can't change the past. What's done is done" she puts her hands on his knee, with their faces inches from eachother "You have to live for the present"

"Hippie" she laughs. 

"Alright, fine, don't cheer up" she says, crossing her arms. "All i'm saying is, you're gonna get an ulcer or something."

"I suppose as usual that you have the perfect thing to take my mind of my problems."

"Now that you mention it, there is a little something i know about. Know that warehouse on the west side, near the convention center. Something big is going down. I'll race you there." 

"All right moonbeam, you're on, let's go."

Spidey and cat race eachoher. 

"Move that cute little butt of yours, you don't wanna miss this"

"I'm just getting warmed up"

Spidey and cat race, and spidey enters the lead.

"Hey cat, you talk pretty tough when in the lead, how about now"

Spidey is almost at the place. 

"You used to be fast cat, what happened"

"I'm just giving you a handicap"

Spidey wins

"Hey Cat, weren't we gonna race"

"You're a funny guy, spider. Real funny. Alright, let's get going"

 

Spidey and cat sneak along a building rooftop. Cat is in front and spidey stares at her ass. They crawl along to the edge and look into a window inside. After 15 minutes they see a man in a large black coat, covering most of his body. 

 

"Some kind of guy is sucking the blood from victims, like a vampire" she says excitedly

"A vampire?, are you serious"

"Deadly!, don't you trust me?"

"Can i take a raincheck on that?"

"Oh spider..."

"Why didn't you tell me about this before?"

"I wanted to be sure of who he is, what he was doing and his location. He's sneaky. And..i needed to know if i could trust you." 

"And now?"

"I trust you, Spider, your too much of a goody two shoes not to trust"

"You shouldn't put all of your trust in me"

"Oh, i don't. 

 

The person in the black approaches a woman who walks toward him. He puts his head into her neck. 

"He has some kind of cult that gives him blood. Ive seen him jump really high, and throw heavy things across the room, he's not human." 

Spider-man continues watching. 

"Let's stop him" Cat says. 

"Wait"

Cat jumps off the roof onto the ground and walks through the door. Cat proclaims she will stop his vampiric ways, and the vampire attacks them. They engage in a deadly fight, but Spider-Man and Cat manage to beat the vampire. He says his name Is Morbius, he says he was in an accident in Oscorp that made him this way. he was a biological researcher. He knew he had to escape or Oscorp would experiment on him, he knew. He says he can't help but taste fresh blood, and can't deal with blood banks, and at least here he has a group of people that can help him to survive, and without him hurting anyone else. Cat and Spider-Man give him over to shield and Morbius accepts. 

 

Later on. 

 

"What was you doing?, we had the drop on him"

"It was more fun my way" black cat says innocently. 

"That's totally irresponsible" a spider-man says in an agitated tone. 

"What are you so upset about?" she touched his shoulder "we won!" spider-man bruches her hand aside. 

"Well excuse me for trying to get you to enjoy yourself" she says as she walks away "for once"

 

Spider-man drops in front of black cat days later

"I was wondering if you were gonna show up"

"We need to talk"

"Um" she laughs. "ok, talk then."

"I don't think i can see you anymore."

"Huh...hysterical blindness?"

"What?, oh, nothing like that" he laughs. "I just finally realized something. I'm not like you. I can't live the life that you do. My powers came with a responsibility and i need the balance of a normal life. Being spider-man is who i am, but, being me, that's who i am too. "

"Let's skip ahead to the part where you ask if we can still be friends"

"Can we still be friends?" 

She laughs. "Don't sound so dejected. Once i cross your path, i'm not so easy to get rid of. Go, find your girl, that's what you want to do right. You finally started listening to me, you're doing what you want."

"I, thanks Cat."

"See you around"


	12. Mysterio

Mysterio is Quentin Beck, a special effects wizard and stunt man working for a major Hollywood studio with dreams of making a name for himself in the film industry. However, he came to see his career in special effects as a dead-end job. His attempts to become an actor were poorly received, but he realized that his expertise in illusions could make him an effective supervillain.

In his first battle with Spider-Man, after he frames Spider-Man for robbing the Midtown Museum, Mysterio obstructs the hero's spider-sense with gas and dissolves Spider-Man's webbing with a chemical abrasive. However Spider-Man tricks Mysterio into revealing he robbed the museum, then Spider-Man revealed he had captured it on video. Mysterio was then jailed, blaming Spider-Man for his ruined career.


	13. Alliances

Silver Sable and shield track down osborns group. They ask spider-man to assist, and SHIELD sends a small team in so marines, sable and spider-man can defeat the threat and not put so many lives on the line. As many died during the initial sinister 6 encounter. Peter asks black cat for help, she refuses. 

On the way to the base and they are nearby, osborns defenses kick in, a cave in happens, and only spidey had the reflexes to get past. Sable shouted to wait, but spidey said he's pushing ahead or they'll escape.


	14. Showdown

Spider-Man confronted the the Sinister Five. He attacked them and put up a good fight, but they eventually they overwhelmed and beat him. Spider-Man lay on the floor, barely moving. The now Sinister Six members were surprised that they had finally defeated Spider-Man. With their combined might, they had won. 

"Spider-Man...we really beat him" said Toomes.

 

From the side of the room came slivering a black liquid substance across the floor. It slivered fast onto Spider-Man and began to cover the whole suit. Spider-Man turned over and wriggled, and tried to pull it off. But he did not have the strength and the substance was covering the whole suit. Spider-Man was shouting out. The Sinister five watched in surprise at what wa happening. The substance covered the entirety of Spider-Man, and then he stopped moving. Seconds later, the creature that controlled Spider-Man stood up and looked at the sinister five. 

"I...am..."

The creature leaned over and put it's hands on it's head, struggling against Spider-Man fighting against it's control. Then it looked back up upon the Sinister Five, and ran at them. They all got a brief shock as it ran a them with quick speed and jumped towards them, with Doc Ock being first in line. Dock used two opposites of his arms which extended to attack the creature, who batted them aside with extreme strength and landed in front of Ock, and punched straight through the middle Ock's defending arms, swerving them aside and it's punch landed square on Ock's jaw, lifting him up off of the floor through the air backwards meters and landing on the floor unconscious. 

The creature looked to it's left, and there was Kraven and Vulture, and on it's right were Mysterio and Goblin. Goblin, kraven, Mysterio and Vulture went for the creature. In it's fast reactions, the creature dashed to the left toward Vulture and Kraven. It dodged Kravens attack and made an uppercut on Vulture who was in the air. The uppercut knocked out him out. The creature rolled to the right and before Kraven could turn around the creature punched him in the back of his head and knocked him out. Goblin arrived on his gliver up above and and the creature bent backwards, avoiding the razor blade of the glider. The creature shot webs on Goblins back before he could turn around, and with it's strength pulled Goblin backwards making him crash on his back before the creature and the glider going haywire all around. Mysterio was now behind the creature, and the creature did a turn kick in his face, knocking Mysterio aside, then set about punching and kicking Goblin on the floor, who was trying to cover his face with his suit plated arms. Goblin's suit was stopping the blows full force for the moment. 

Mysterio got back up after experiencing the heavy whiplash of the attack. His helmet had small cracks in them but they wer enot serious. Mysterio threw singular poison gas at the creature, creating a cloud of poison smoke that sticks around a persons head once attached. The poirosn smoke was deployed and stayed around venoms creature, with no effect as the creature kept attacking Venom, who was now trying to counter-attack but could not get past the assault. Mysterio got in close and then used a 3d illusion to the side of the creature while he was behind him. The creature fell for the illusion and attacked it, while mysterio attacked with his arm which had a lser cutting device attached. It almost reached the neck of the creature before it used it's left arm to bat Mysterio's arm upwards and punch his helmet with it's right, cracking it more. Mysterio fell backwards and the creature walked towards him, and began it's attacks. It kicked Mysterio's body, sending him backwards almost collapsing onto the floor. The creature punched Mysterio's helmet again and again until Mysterio fell onto the floor, and kept punching the helmet until it broke through, where the creature punched Mysterio in the face once and he became unconscious. The creautre's head twitched to the side once in curiosity. 

The creature turned back to Goblin, who had got onto his glider and was almost through a different exit to the room when the creature lunged at him through the air and brung him down to the ground and began punching him. After many punches to the face Goblin was finally unconscious. The creature looked around at the bodies in the room, then walked out of the exit Goblin as about to go through. 

 

Eddit Brock has heard there was SHIELD activity in this area, and the local police had been told to stay back , only protect civllians. Brock managed to easily get past the police blockade and protections, and had his camera at the ready while walking around the buildings. He rushed to the sight where fighting was heard, and begun snapping photos at the smashing of windows and the frames where he caught one of the Sinister Six and spider-man. 

 

"Oh yeah, peter ain't goin a get pictures like these."

Afterwards, once the creature that surrounded peter went outside, peter resisted against the creatures control of him. Peter won and swung away while the creature slivered across the ground towards eddie brock who had been snapping pictures of the ordeal this whole time. The creature quickly slivered towards him and latched onto him.

 

Minutes after the creature left the base, inside the remains of Mysterio's helmet, summoning salt gas was released. Some of it went out of the front of the smashed helmet, but enough was swirled around in the remains of the helmet to make Mysterio awaken. Mysterio quickly went about waking the others up. When they were all up, Doctor Octopus walked over to Goblin and picks him up by his throat. 

"You have led us to ruin, osborn" 

"You were beaten too" Goblin struggles to say.

"First against SHIELD and Spider-Man, and now again. You are too young and weak to lead us. 

"I say we snap his neck" said Ock.

"Nah, lets give him to shield, that'll be worse haha" 

Otto laughs "Yeah, that will show this punk"

Otto squeezes his throat until he falls unconscious and drops him. Otto looks around and sees Felicia Dortahyn. Knowing she was Goblin's love interest, he picked her by the throat and crushed it, instantly killing her. Then he and the rest escape.


End file.
